As filed with the Securities and Exchange Commission on September 22, 2023.

Registration No. 333‑

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
_____________________

FORM S-8
______________________

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________________

STEELCASE INC.
(Exact name of registrant as specified in its charter)
Michigan38-0819050
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
901 44th Street SE
Grand Rapids,Michigan49508
(Address of Principal Executive Offices)(Zip Code)



Steelcase Inc. Incentive Compensation Plan
(Full title of the plan)

Lizbeth S. O'Shaughnessy
Senior Vice President, Chief Administrative Officer, General Counsel and Secretary
901 44th Street SE
Grand Rapids, Michigan 49508
(Name and address of agent for service)

(616) 247-2710
(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filerAccelerated filerNon-accelerated filerSmaller reporting companyEmerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐







EXPLANATORY NOTE
Pursuant to General Instruction E of Form S-8, this Registration Statement of Steelcase Inc. (the "Company") registers 4,715,396 shares of the Company's Class A Common Stock ("Class A Common Stock") reserved for issuance under the Steelcase Inc. Incentive Compensation Plan, as amended and restated as of July 12, 2023. Pursuant to General Instruction E of Form S-8, the contents of the Company's registration statements on Form S-8 filed with the Securities and Exchange Commission (the "Commission") on February 23, 1998 (File No. 333-46711), November 30, 2000 (File No. 333-50964), January 6, 2003 (File No. 333-102361), October 5, 2007 (File No. 333-146530) and July 16, 2021 (File No. 333-257944) (the "Prior Registration Statements"), are incorporated by reference into this registration statement. Upon the effectiveness of this registration statement, a total of 35,884,969 shares of Class A Common Stock, consisting of 31,169,573 shares of Class A Common Stock registered under the Prior Registration Statements and the 4,715,396 shares of Class A Common Stock registered hereby, will have been registered for issuance under the Steelcase Inc. Incentive Compensation Plan.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission by the Company pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference in this Registration Statement:
the Company’s Annual Report on Form 10-K for the fiscal year ended February 24, 2023;
the Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended May 26, 2023 and August 25, 2023;
the Company’s Current Reports on Form 8-K filed May 4, 2023, June 2, 2023, July 14, 2023 and September 22, 2023; and
the description of the Class A Common Stock set forth in Exhibit 4.3 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2020.
All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares of Class A Common Stock being registered pursuant to this registration statement has been passed upon by Liesl A. Maloney, Vice President, Deputy General Counsel & Assistant Secretary of the Company. Ms. Maloney is a participant in various employee benefit plans of the Company, including the Steelcase Inc. Incentive Compensation Plan, under which she holds restricted stock units and cash-based awards.




Item 8. Exhibits.

Exhibit
No.
Description
4.1
4.2
5.1
23.1
23.2
24.1
99.1
107




SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Grand Rapids, State of Michigan, on September 22, 2023.
STEELCASE INC.
By: 
/s/ David C. Sylvester
David C. Sylvester
Senior Vice President, Chief Financial Officer

POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Sara E. Armbruster and David C. Sylvester, and each of them, as such person’s true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing required or necessary to be done in and about the premises, as fully to all intents and purposes as such person may or could do in person, and hereby ratifies and confirms all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on September 22, 2023.

Signature  Title
/s/    SARA E. ARMBRUSTER  President and Chief Executive Officer, Director (Principal Executive Officer)
Sara E. Armbruster
/s/    DAVID C. SYLVESTER  Senior Vice President, Chief Financial
Officer (Principal Financial Officer)
David C. Sylvester
/s/   NICOLE C. MCGRATHVice President, Corporate Controller & Chief Accounting Officer (Principal Accounting Officer)
Nicole C. McGrath
/s/    TIMOTHY C. E. BROWNDirector
Timothy C. E. Brown
/s/    CONNIE K. DUCKWORTHDirector
Connie K. Duckworth
/s/    SANJAY GUPTADirector
Sanjay Gupta
/s/    TODD P. KELSEYDirector
Todd P. Kelsey
/s/    JENNIFER C. NIEMANNDirector
Jennifer C. Niemann



Signature  Title
/s/    ROBERT C. PEW IIIChair of the Board of Directors, Director
Robert C. Pew III
/s/    CATHY D. ROSSDirector
Cathy D. Ross
/s/    CATHERINE C. B. SCHMELTERDirector
Catherine C. B. Schmelter
/s/    PETER M. WEGE IIDirector
Peter M. Wege II
/s/   LINDA K. WILLIAMSDirector
Linda K. Williams
/s/    KATE PEW WOLTERSDirector
Kate Pew Wolters


Exhibit 107
Calculation of Filing Fee Tables

Form S-8
(Form Type)

Steelcase Inc.
(Exact Name of Registrant as Specified in its Charter)

Table 1—Newly Registered Securities

Security typeSecurity class
title
Fee calculation
rule
Amount
registered
Proposed maximum offering price per unitMaximum aggregate offering priceFee rateAmount of
registration fee
EquityClass A Common StockOther
4,715,396(1)
$8.870(2)(3)
$41,825,563(2)
$110.20 per $1,000,000$4,609.18
Total Offering Amounts$41,825,563$4,609.18
Total Fee Offsets
Net Fee Due$4,609.18

(1)    Includes 4,000,000 shares that initially became available for issuance under the Steelcase Inc. Incentive Compensation Plan as a result of the amendment and restatement thereof effective July 12, 2023. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall be deemed to cover any additional shares of Class A Common Stock to be offered or issued under the Steelcase Inc. Incentive Compensation Plan pursuant to terms that provide for a change in the amount of securities being offered or issued to prevent dilution resulting from stock splits, stock dividends, or similar transactions.
(2)    Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(c) and Rule 457(h) under the Securities Act.
(3)    Average of the high and low prices reported for a share of Class A Common Stock on the New York Stock Exchange on September 15, 2023.


[Letterhead of Steelcase Inc.]
Exhibit 5.1



September 22, 2023



Steelcase Inc.
901 44th Street SE
Grand Rapids, Michigan 49508

Ladies and Gentlemen:

I am the Vice President, Deputy General Counsel & Assistant Secretary of Steelcase Inc., a Michigan corporation (the “Company”), and have acted as counsel to the Company in connection with the registration statement on Form S-8 (the “Registration Statement”) to be filed on the date hereof by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (the “Securities Act”). The Registration Statement relates to the registration of 4,715,396 shares (the “Shares”) of the Company’s Class A Common Stock (the “Common Stock”) issuable pursuant to the Steelcase Inc. Incentive Compensation Plan, as amended and restated as of July 12, 2023 (the “Plan”).

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

In rendering the opinion stated herein, I have examined originals or copies, certified or otherwise identified to my satisfaction, of (i) the Registration Statement; (ii) the Second Restated Articles of Incorporation of the Company, as amended and in effect on the date hereof; (iii) the Amended By-laws of the Company, as amended and in effect on the date hereof; (iv) the Plan; (v) a specimen certificate representing the Common Stock; (vi) certain resolutions of the Board of Directors of the Company relating to the Plan and related matters and (vii) the final report of the inspector of election for the 2023 Annual Meeting of Shareholders of the Company, reflecting approval of the Plan by the Company’s shareholders at such meeting. I have also examined originals or copies, certified or otherwise identified to my satisfaction, of such records of the Company and such agreements, certificates of public officials, certificates of officers or other representatives of the Company and others, and such other documents as I have deemed necessary or appropriate as a basis for the opinion stated below.

In my examination, I have assumed the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as facsimile, electronic, certified or photocopied copies and the authenticity of the originals of such copies. In making my examination of executed documents or documents to be executed, I have assumed that the parties thereto, other than the Company, had or will have the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and execution and delivery by such parties, other than the Company, of such documents and that such documents constitute or will constitute valid and binding obligations of the parties thereto. As to any facts relevant to the opinion stated herein that I did not independently establish or verify, I have relied upon statements and representations of officers and representatives of the Company and others and of public officials.


Steelcase Inc.
September 22, 2023
Page 2

The opinion set forth below is limited to the laws of the State of Michigan. I do not express any opinion with respect to the law of any jurisdiction other than the State of Michigan or as to the effect of any such non-opined on laws on the opinion stated herein.

Based upon the foregoing and subject to the qualifications and assumptions stated herein, I am of the opinion that, when (i) the Registration Statement becomes effective under the Securities Act; (ii) certificates representing the Shares to be issued under the Plan in the form of the specimen certificate examined by me have been manually signed by an authorized officer of the transfer agent and registrar for the Common Stock, and such Shares have been registered by such transfer agent and registrar; and (iii) such certificates have been delivered and paid for in accordance with the terms and conditions of the Plan, the issuance and sale of such Shares will have been duly authorized, and such Shares will be validly issued, fully paid and nonassessable.

I hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. In giving this consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission. The opinion stated herein is expressed as of the date hereof, and I disclaim any undertaking to advise you of any subsequent changes of the facts stated or assumed herein or any subsequent changes in applicable law.

Very truly yours,

/s/ Liesl A. Maloney

Liesl A. Maloney
Vice President, Deputy General Counsel
& Assistant Secretary
    

Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated April 14, 2023, (September 22, 2023, as to the change in segment reporting disclosed in Notes 1, 2, 4, 11, 19, 20, and 21) relating to the financial statements of Steelcase Inc. and subsidiaries (“the Company”) appearing in the Current Report on Form 8-K of the Company filed on September 22, 2023, and our report dated April 14, 2023, relating to the effectiveness of the Company’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of the Company for the year ended February 24, 2023.
/s/ Deloitte & Touche LLP
Grand Rapids, Michigan
September 22, 2023



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